IP SERVICES AND DEDICATED ACCESS AGREEMENT


     This IP Access  Agreement (the  "AGREEMENT") is made and entered into as of
September 15, 2000 (the "EFFECTIVE DATE") by and between At Home Corporation,  a
Delaware  corporation,  with principal  offices located at 450 Broadway  Street,
Redwood City, California 94063, by and through its @Work division ("@WORK"), and
Educational Video  Conferencing,  Inc., a Delaware  corporation,  with principal
offices  located at 35 East Grassy Sprain Road,  Yonkers,  NY 10710  ("PARTNER")
(collectively, the "PARTIES").

     WHEREAS,  @Work is in the business of, among other things, the provision of
various Internet data connectivity services;

     WHEREAS, @Work and Partner desire that Partner use internally and offer for
sale  selected  @Work  Services  as set  forth in  EXHIBIT  B and  EXHIBIT C and
according to the terms and conditions of this Agreement; and

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained herein, and for other good and valuable  consideration the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.   DEFINITIONS.

     1.1 "@WORK  SERVICES" means the services to be provided by @Work to Partner
hereunder,  including without limitation the Total IP Services and the Dedicated
Access Services, and as described in EXHIBITS B and EXHIBIT C.

     1.2 "@WORK POP" means a location used by @Work as an aggregation  point for
IP traffic  within a particular  region from and/or to Customers  and the global
Internet  which  contains  the  necessary  POP  Equipment  to provide  the @Work
Services.

     1.3  "CONNECTIVITY"  means the physical or logical  circuit  that  provides
connectivity  from the Customer's or Partner's  point of  demarcation  (internal
site of the CPE) up to the @Work  point of  demarcation  (the @Work  aggregation
router).

     1.4 "COST-PLUS BASIS" means @Work's actual cost in providing any product or
service to Partner under this Agreement (e.g.,  the @Work  Services),  including
without limitation a reasonable  allocation of @Work's overhead  associated with
providing  such product or service (e.g.  local loop and CPE  expenses),  plus a
return on such cost to be  determined  at the time the  product  or  service  is
ordered.

     1.5 "CPE" means the Customer premises equipment necessary for utilizing the
@Work Service(s),  including without limitation routers, DSL modems,  DSU/CSU's,
cabling, and dial-up modems.

     1.6  "CUSTOMER"  means  an end user  that  purchases  connectivity  through
Partner.

     1.7  "FEES"  means the fees  payable  by  Partner  to @Work for each  @Work
Service, as set forth in EXHIBIT A, EXHIBIT B, and EXHIBIT C.


     1.8 "POP EQUIPMENT"  means the related point of presence  equipment for the
@Work Services,  including without limitation routers,  switches,  hubs, servers
and equipment racks.

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2.  OBLIGATIONS OF @WORK

     2.1 @WORK SERVICES.

     In exchange for payment of all applicable Fees by Partner,  @Work will make
the @Work  Services  identified in EXHIBIT B and EXHIBIT C available to Partner.
@Work  reserves  the right in its sole  discretion  to make changes to the @Work
Services  consistent  with changes it makes to such @Work Services sold by @Work
and its other resellers, partners or agents, or as may be required by law and/or
regulatory  changes,  to accommodate changes in market conditions and/or lack of
available  supply of such @Work Service  components.  @Work will adjust the fees
charged to Partner accordingly and provide Partner with reasonable notice in the
event of such change.

     2.2 CUSTOMER CARE AND TECHNICAL SUPPORT. If @Work performs any services not
specified  in EXHIBIT B or EXHIBIT C at  Partner's  request,  including  without
limitation the  development of materials or tools for @Work Services  related to
customer  care or  technical  support,  any such  additional  services  shall be
subject to a mutually  agreeable  schedule and, unless  otherwise agreed upon by
the parties, shall be provided on a Cost-Plus Basis. The Parties shall negotiate
in good faith the terms of such schedule,  including without limitation mutually
agreeable terms related to each Party's intellectual property rights and royalty
rights in such tools or materials.

     2.3 @WORK SUPPLY OPTION. Upon request by Partner, @Work will, to the extent
it has the rights to, purchase and resell CPE and/or Connectivity to Partner for
use with the  @Work  Services  (and as set forth  below,  other  purposes)  on a
Cost-Plus  Basis.  In the event @Work does not have the rights to  purchase  and
resell any CPE and/or  Connectivity to Partner when requested  hereunder,  @Work
will use reasonable efforts to obtain such rights to the extent Partner requests
such CPE and/or Connectivity for the @Work Services.

3.   OBLIGATIONS OF PARTNER

     3.1 CPE.  Partner  shall  provide  (either by purchase  from @Work or other
vendors) all CPE necessary for the @Work Services. Except as otherwise agreed by
the parties in writing,  only the CPE conforming to @Work  specifications (to be
provided  by @Work in a  separate  document)  may be used to  provide  the @Work
Services.

     3.2 NON-EXCLUSIVE  RESELLER.  @Work hereby grants Partner the right to be a
non-exclusive  reseller of certain @Work Services, as described in EXHIBIT B and
EXHIBIT C, to Customers,  subject to the terms and conditions of this Agreement.
Partner will have no right to sublicense or otherwise  authorize any third party
to exercise Partner's reseller rights granted hereunder.

     3.3.  CONNECTIVITY.  Partner shall obtain  Connectivity from @Work,  unless
otherwise agreed in writing, for the @Work Services as described herein.

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     3.4 RESTRICTIONS ON PARTNER SERVICE.  Partner's access to the @Work network
is subject to technical restrictions,  and portions of the Partner's service may
be subject to blocking if adversely affecting the @Work network as determined by
@Work or its distribution  affiliates (e.g. adversely affecting network traffic,
security,  customer care,  client  software,  etc.). The parties shall then work
together to resolve  the  problems  or issues  that  adversely  affect the @Work
network  until both parties  mutually  agree in good faith that such portions of
the  Partner's  service  will no  longer  have an  adverse  effect  on the @Work
network.  In the event that @Work  blocks  Partner's  service  pursuant  to this
Section 3.4, @Work will suspend all monthly charges related to the services that
are being blocked.


4.   OBLIGATIONS OF THE PARTIES

     Except as the parties  may  otherwise  agree,  the  respective  operational
obligations of @Work and Partner in providing the services and related functions
to support the  provision  of the @Work  Services are set forth in EXHIBIT B and
EXHIBIT C hereto.

5.   INTELLECTUAL PROPERTY.

     As  between  Partner  and @Work,  and  subject  only to the  rights  and/or
licenses  expressly  granted by @Work to Partner  hereunder,  @Work  retains all
right,  title, and license to all intellectual  property rights  associated with
the Connectivity and/or the @Work Service and any technology used to provide the
Connectivity and/or the @Work Service (including without  limitation,  hardware,
software,  data, systems,  and processes),  including any intellectual  property
developed by or on behalf of @Work in the course of providing  the  Connectivity
and/or the @Work Service.


 6.  CUSTOMER RELATIONSHIPS.

     6.1 CUSTOMER  ACCOUNTS.  With  respect to Customer  accounts and subject to
applicable  laws,  Partner shall: (a) own the applicable  Customer  accounts and
shall be  entitled  to enter  into,  modify and  terminate  contracts  with such
Customers for the provision of @Work Service(s),  (b) be exclusively entitled to
bill,  collect and, subject to Section 7, retain all revenues from the provision
of the  @Work  Services  to such  Customers,  and (c)  own  all  Customer  data.
Notwithstanding  the  foregoing,  @Work  shall have the right to  aggregate  and
categorize such data for use in connection  with (x) @Work's  fulfillment of its
obligations  under this  Agreement,  (y) promotional  efforts  relating to @Work
Services and, (z) subject to Partner's  agreement,  promotional efforts relating
to other products and services of @Work and its suppliers, such agreement not to
be unreasonably withheld.

     6.2 ACCEPTABLE USE POLICY.  If Partner or a Customer  violates the terms of
@Work's         acceptable         use        policy         (located         at
http://work.home.net/support/workaup.html),  as  revised  from  time  to time by
@Work,  @Work may in its sole discretion suspend or terminate the @Work Services
provided under this Agreement.

7.   PAYMENT.

     7.1 FEES.  Partner agrees to pay the Fees for the @Work Services ordered by
Partner as set forth in the  attached  EXHIBIT A,  EXHIBIT B, and  EXHIBIT C, as
applicable.  All Fees hereunder are stated,  and shall be paid, in U.S.  Dollars
only.

     7.2 PAYMENT TERMS.  All monthly access fee(s)  ("MONTHLY  ACCESS FEES") are
due and payable  monthly and will continue  through the term of this  Agreement.
The  Monthly  Access  Fee(s)  are  prepayments  (except  for the first  month as
described  below)  and will be  billed,  and are to be paid,  in  advance of the
monthly  period they cover.  The first Monthly  Access Fee  payment(s)

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shall be billed and invoiced in arrears under terms as described in Sections 7.3
and 7.4 below and prorated based on the number of days in the month in which the
Service is activated  (i.e., the number of days remaining in the month beginning
upon the Service Activation Date).  Additionally,  the non-recurring  setup fees
("SETUP FEES") for each new Customer will also be billed and invoiced in arrears
under  terms as  described  in 7.3 below.  Notwithstanding  the  foregoing,  any
changes in the @Work  Service(s) as agreed in writing  between the parties,  may
result in a change to the Monthly Access Fees and/or  additional  Setup Fees. In
addition to the  foregoing  charges,  Partner is  obligated  to pay any federal,
state or other  government taxes (other than taxes on @Work's income) imposed in
connection with this Agreement.


     7.3 INVOICING. Except as may otherwise be agreed upon, all payments are due
Net thirty (30) days from the date of @Work's invoice.  @Work reserves the right
to charge  Partner  interest on any late  payments  under this  Agreement,  such
interest to be applied  against the late payment amount at the lesser of (i) one
and one-half  percent (1 1/2%) per month,  or (ii) the maximum amount allowed by
law.  Partner  agrees to pay any such  interest on late payment  amounts  within
thirty (30) days of being invoiced by @Work.

     7.4 SERVICE  ACTIVATION  DATE.  The  "SERVICE  ACTIVATION  DATE" is used to
trigger  the  Monthly  Access  Fee(s) and means the  earlier of: (i) the date on
which  Internet  access  connectivity  is  first  made  available  to the  @Work
specified demarcation point for a Customer; or (ii) five (5) business days after
the  earliest  date on which  Connectivity  to be used for the @Work  Service is
first ready to be installed for a Customer by @Work and/or the circuit provider,
which date will be provided to Customer by @Work or the circuit provider.


8.   SALES AND MARKETING.

     8.1 SALES.  Partner  shall  coordinate  and  supervise  the internal  sales
organizations of Partner for the @Work Services.

     8.2 CUSTOMER  PRICING.  Partner will determine the actual price charged for
the @Work Services sold by Partner to all Customers.

9.   MARKET DEPLOYMENTS.

     Partner may sell @Work Services into any current  deployed  markets,  which
are set forth in the attached  Exhibit D or future @Work  deployed  markets,  as
determined by @Work in its sole discretion,  for the associated  service.  @Work
will  maintain  control of all  market  deployments,  however,  @Work may modify
deployment plans at its discretion based on Partner's sales forecasts.

10.  SUPPORT.

     Partner is solely  responsible for communicating  with Customers  regarding
Customer  support issues as set forth in Exhibit B and Exhibit C. If, in @Work's
reasonable discretion,  the Partner is creating or escalating excessive Customer
support tickets to @Work, or any of @Work's  suppliers,  that are (a) within the
Partner's control or ability to resolve or (b) created or escalated to the wrong
customer care  organization,  @Work shall advise  Partner of such support issues
and if they  continue  @Work may charge the Partner a per  incident fee for each
unique Customer care ticket generated at @Work's  standard rates.  These charges
can be  applied  for  @Work  Customer  care  tickets  as well as any of  @Work's
suppliers Customer care tickets. These incident fees will only be applied to the
Customer care tickets created or escalated in error.

11. IP ADDRESS BLOCKS.

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     @Work will  assign IP address  blocks on a per market  basis to Partner for
the "Total IP" Services (as  described in Exhibit B) or on a per order basis for
each @Work  Service  requested.  Partner  can request as many  addresses  as its
business plan  requires.  Use of Partner's or others IP address  blocks (if any)
for use in  conjunction  with @Work Services may not be available or guaranteed.
In accordance  with  InterNIC/ARIN  guidelines  and @Work  addressing  policies,
Partner shall be responsible  for maintaining  justification  for their Customer
address  allocations and notifying the  InterNIC/ARIN  of these  allocations via
Shared WhoIs Project (SWIP) or other approved  mechanisms.  These address blocks
are non-portable and must be returned upon termination of this Agreement.  @Work
shall  make  every  effort  to  allocate  contiguous  address  space  for  these
connections to maximize routing  efficiency.  However,  @Work will not guarantee
contiguous  space will always be  available.  The @Work  guidelines  for address
allocation shall also be bound by any  InterNIC/ARIN  guidelines which may be in
place at the time of allocation.


12.  REPRESENTATIONS AND WARRANTIES.

     12.1 BY @WORK.

     @Work represents and warrants to Partner that:

     (a) it has full power and authority to enter into this Agreement;

     (b)  Neither  @Work  nor its  subcontractors  warrant  any  connection  to,
transmission over, nor results of, any software, network connection,  facilities
or equipment not provided by @Work to Partner under this Agreement.

     (c) @WORK MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS,  IMPLIED,
STATUTORY, OR OTHERWISE,  INCLUDING,  BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF  MERCHANTABILITY,   FITNESS  FOR  A  PARTICULAR   PURPOSE,   NONINFRINGEMENT,
CONTINUOUS OPERATION OF THE @WORK SERVICES, SECURITY OF THE INTERNET CONNECTIONS
OR  OPERATION  OF THE PARTNER  EQUIPMENT,  OR ABILITY OF ANY BACKUP  SERVICES TO
RE-ESTABLISH  OPERATION  OF PARTNER  EQUIPMENT.  @WORK DOES NOT WARRANT THAT THE
OPERATION OF THE @WORK SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

     12.2 BY PARTNER.

     Partner represents and warrants to @Work that:

     (a) it has full power and authority to enter into this Agreement;

     (b)  PARTNER  MAKES NO  OTHER  WARRANTIES  OF ANY  KIND,  WHETHER  EXPRESS,
IMPLIED,  STATUTORY,  OR OTHERWISE,  INCLUDING,  BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

13.  CONTRACTUAL LIABILITY.

     If @Work  enters  into any third  party  contractual  agreements  to supply
services to Partner  and/or its Customers,  subject to Partner's  prior approval
which shall not be unreasonably  withheld,  Partner shall be liable for all term
commitments  and  obligations  of that contract  regardless  of whether  Partner
terminates all or a portion of its commitment to @Work under this Agreement.


14.  LIMITATION OF LIABILITY.

     EXCEPT  FOR  LIABILITY  ARISING  OUT OF OR  RELATED TO BREACH OF SECTION 16
(CONFIDENTIAL  INFORMATION) AND OR SECTION 15 (INDEMNIFICATION)  HEREIN, NEITHER
PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS,  OR COSTS OF PROCUREMENT
OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT,  SPECIAL,  INCIDENTAL,  OR
CONSEQUENTIAL  DAMAGES,  INCLUDING,  WITHOUT LIMITATION,  DAMAGES FOR LOST DATA,
SYSTEM  DOWNTIME,  SERVICE  INTERUPTION,  INABILITY  TO ACCESS DATA OR SERVICES,
HOWEVER  CAUSED AND UNDER ANY THEORY OF LIABILITY,  INCLUDING BUT NOT LIMITED TO
CONTRACT,  PRODUCTS LIABILITY,  STRICT LIABILITY, AND NEGLIGENCE, AND WHETHER OR
NOT IT WAS OR

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SHOULD HAVE BEEN AWARE OF, OR WAS ADVISED OF, THE  POSSIBILITY  OF SUCH DAMAGES.
IN NO EVENT WILL EITHER  PARTY'S  LIABILITY  TO THE OTHER  HEREUNDER  EXCEED THE
AMOUNT ACTUALLY PAID BY PARTNER TO @WORK HEREUNDER.

15. INDEMNIFICATION.

     Partner will indemnify,  defend and hold @Work,  its affiliates,  officers,
directors,  employees,  agents, successors and assigns harmless from and against
any and all losses,  liabilities,  damages  and costs and all related  costs and
expenses (including reasonable attorneys' fees) (collectively, "LOSSES") arising
out of or relating to:

     (a) any claim alleging that any equipment,  software or materials  supplied
or made available to @Work by Partner in connection with the Connectivity and/or
the  @Work  Services  or the  Partner's  services  (collectively,  the  "PARTNER
MATERIALS")  infringe upon the intellectual  property rights of any third party,
except for any claim based upon: (i) the combination,  operation,  or use of any
Partner Materials with equipment,  devices, or software not supplied by Partner;
or (ii)  alteration  or  modification  of any  Partner  Materials  other than by
Partner;

     (b) the breach by Partner of any material term of this Agreement; or

     (c) any claim  relating  to or arising  out of (i) any  content or software
displayed, distributed or otherwise disseminated by Partner and/or its Customers
(including  without  limitation any third party content customers of Partner) in
any way  connected  to or through  the  Connectivity,  @Work  Service or Partner
service, and/or (ii) any malicious act or act in violation of any laws committed
by Partner using the Connectivity,  @Work Service or Partner service,  including
without limitation any malicious or unlawful act affecting any computer, network
equipment or Internet service; or

     (d) any claim arising out of the  malfunction of any @Work equipment or the
@Work network caused by Partner equipment or Partner personnel.

     @Work will  notify  Partner  promptly  in  writing  of the  claim,  provide
reasonable  assistance in connection with the defense and/or settlement thereof,
and permit Partner to control the defense and/or settlement thereof.

     @Work will indemnify,  defend and hold Partner,  its affiliates,  officers,
directors,  employees,  agents, successors and assigns harmless from and against
any and all losses,  liabilities,  damages  and costs and all related  costs and
expenses (including reasonable attorneys' fees) (collectively, "LOSSES") arising
out of or relating to:

     (a) any claim alleging that any equipment,  software or materials  supplied
or made  available  to Partner,  by @Work in  connection  with the  Connectivity
and/or the @Work Services or the Partner's  services  (collectively,  the "@WORK
MATERIALS")  infringe upon the intellectual  property rights of any third party,
except for any claim based upon: (i) the combination,  operation,  or use of any
Partner Materials with equipment,  devices, or software not supplied by Partner;
or (ii)  alteration  or  modification  of any  Partner  Materials  other than by
Partner;

     (b) the breach by @Work of any material term of this Agreement; or

     (c) any claim  relating  to or arising out of any  malicious  act or act in
violation of any laws committed by @Work using the  Connectivity,  @Work Service
or Partner service,  including without  limitation any malicious or unlawful act
affecting any computer, network equipment or Internet service.

     Partner  will  notify  @Work  promptly  in writing  of the  claim,  provide
reasonable  assistance in connection with the defense and/or settlement thereof,
and permit Partner to control the defense and/or settlement thereof.

16. CONFIDENTIAL INFORMATION


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     16.1  "CONFIDENTIAL  INFORMATION"  means  information  that  relates to the
purposes  stated in Section  16.2 below or that is  nevertheless  disclosed as a
result of the Parties'  discussions in that regard,  and that should  reasonably
have been  understood by the party  receiving  such  information  ("RECIPIENT"),
because of legends or other  markings,  the  circumstances  of disclosure or the
nature of the  information  itself,  to be proprietary  and  confidential to the
party disclosing such information ("OWNER"),  to an Affiliate of the Owner or to
a third  party.  Confidential  Information  may be disclosed in written or other
tangible form (including on magnetic  media) or by oral,  visual or other means.
Without  limiting the  foregoing,  Confidential  Information  shall  include all
Customer   Proprietary   Network  Information   (excluding   aggregate  customer
information  that does not identify  Partner or its  Customers)  as that term is
defined in Section 222 of the Telecommunications Act of 1996, 47 U.S.C. ss. 222.
The  term  "AFFILIATE"  means  any  person  or  entity  directly  or  indirectly
controlling,  controlled  by,  or  under  common  control  with a  Party,  where
"control"  means  ownership of more than fifty percent (50%) of the  outstanding
voting shares of a Party.

     16.2 A  Recipient  of  Confidential  Information  may use the  Confidential
Information  only for the purpose  performing its  obligations or exercising its
rights under this Agreement.  During the term of this Agreement and for a period
of  two  (2)  years  thereafter,   Recipient  shall  protect  such  Confidential
Information  from  disclosure  to others,  using the same degree of care used to
protect its own confidential or proprietary information of like importance,  but
in any case  using no less  than a  reasonable  degree  of care.  Recipient  may
disclose  Confidential  Information received hereunder to (i) its Affiliates who
agree, in advance,  in writing,  to be bound by this Agreement,  and (ii) to its
employees  and  independent  contractors,  and  its  Affiliates'  employees  and
independent  contractors,  who  have a need to  know,  for the  purpose  of this
Agreement,  and who are bound to protect the received  Confidential  Information
from  unauthorized  use and disclosure  under the terms of a written  agreement.
Confidential  Information  shall not  otherwise  be disclosed to any third party
without the prior written consent of the Owner.

     16.3  The   restrictions  of  this  Agreement  on  use  and  disclosure  of
Confidential  Information  shall not apply to information that: (a) was publicly
known at the time of Owner's  communication  thereof to  Recipient;  (b) becomes
publicly  known through no fault of Recipient  subsequent to the time of Owner's
communication  thereof to Recipient;  (c) was in Recipient's  possession free of
any  obligation of confidence  at the time of Owner's  communication  thereof to
Recipient;  (d) is developed by Recipient independently of and without reference
to any of  Owner's  Confidential  Information  or other  information  that Owner
disclosed  in  confidence  to any third  party;  (e) is  rightfully  obtained by
Recipient  from  third  parties  authorized  to  make  such  disclosure  without
restriction;  or  (f)  is  identified  by  Owner  as no  longer  proprietary  or
confidential.

     16.4 In the event  Recipient is required by law,  regulation or court order
to disclose any of Owner's  Confidential  Information,  Recipient  will promptly
notify  Owner  in  writing  prior to  making  any  such  disclosure  in order to
facilitate Owner seeking a protective order or other appropriate remedy from the
proper authority. Recipient agrees to cooperate with Owner in seeking such order
or other remedy.  Recipient  further  agrees that if Owner is not  successful in
precluding  the  requesting  legal body from  requiring  the  disclosure  of the
Confidential Information,  it will furnish only that portion of the Confidential
Information  which is legally required and will exercise all reasonable  efforts
to obtain reliable  assurances that confidential  treatment will be accorded the
Confidential Information.


17. TERM AND TERMINATION.

     17.1 TERM. This Agreement will remain in effect for forty eight (48) months
from the Effective Date unless  terminated  earlier as set forth hereunder,  and
will  automatically  renew at the end of such forty eight (48) month  period for
additional  twelve (12) month periods  unless either party notifies the other of
its intention to terminate at least One Hundred and Twenty (120) days

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before the end of the  original  forty eight (48) months or any such  subsequent
twelve (12) month period.

     17.2  TERMINATION.  This  Agreement  may be  terminated  at any time by the
non-breaching  party in the event of a material  breach of this Agreement by the
other party,  if such breach is not cured in all material  respects within sixty
(60) days after written notice thereof.

     17.3 EFFECT OF  TERMINATION.  If Partner  terminates  this  Agreement  with
respect to any @Work Services for any reason, including bankruptcy,  liquidation
or exiting the business,  @Work will have first right of refusal to purchase all
active @Work Service(s) Customers from Partner.  Both parties agree to negotiate
a fair price for these accounts using documented comparable  transactions to the
extent  possible.  Partner's  payment  obligations  for all Fees  for any  @Work
Services  ordered  by  Partner  as set forth  hereunder  during the term of this
Agreement  and any Customer  Equipment  purchased  from @Work shall  survive any
termination or expiration of this Agreement.  In the event of early  termination
of this Agreement by Partner (other than as a result of (a) a material breach of
this  Agreement by @Work or (b) the  acquisition  of Partner by a competitor  in
@Work's  core  businesses),  Partner  will pay  @Work a lump  sum  ("TERMINATION
CHARGE")  equal to six  months (or such  lesser  number of months as may then be
remaining in the term of this Agreement) of the current  invoiced Monthly Access
Fees in addition to any committed  Connectivity terms on any @Work Services past
the  termination  date,  on the date of  termination.  Except as the parties may
otherwise   agree   (including  but  not  limited  to  agreement  on  reasonable
compensation to @Work for support and any requested  assistance  during the wind
down period  described  below),  upon the expiration or any  termination of this
Agreement, @Work's obligations to provide the @Work Services and resell Customer
Equipment and Connectivity  hereunder and Partner's  obligations hereunder shall
terminate. Upon the expiration or any termination of this Agreement, the parties
will provide  transition  support to each other for up to one hundred and eighty
(180) days after  termination  based on payment of  reasonable  compensation  in
advance for such support and the Partner and or the individual  Customers are in
good standing.

     17.4  SURVIVAL.   The  rights  and  obligations  contained  in  Sections  5
(INTELLECTUAL  PROPERTY);  16  (CONFIDENTIAL  Information);  14  (LIMITATION  OF
LIABILITY); 15 (INDEMNIFICATION);  17.4 (SURVIVAL); and 18 (MISCELLANEOUS) shall
survive any termination or expiration of this Agreement. In addition,  Partner's
obligations  to pay @Work for @Work  Service  provided by @Work will survive any
termination or expiration of this Agreement.


18. MISCELLANEOUS

     18.1 NOTICES.

     All notices  permitted or required  under this Agreement must be in writing
and shall be delivered as follows with notice  deemed given as indicated  (i) by
personal  delivery when  delivered  personally,  (ii) by overnight  courier upon
written  verification  of receipt,  (iii) by telecopy or facsimile  transmission
when confirmed by telecopier or facsimile transmission,  or (iv) by certified or
registered mail, return receipt requested,  five days after deposit in the mail.
All notices must be sent to the addresses first described above or to such other
address that the Receiving  Party may have provided for the purpose of notice in
accordance  with this  Section  18.1.  Notices to EVCI shall be addressed to Dr.
John McGrath, President with a copy to Corporate Counsel.

     18.2 FORCE MAJEURE.

     Neither party will be liable hereunder by reason of any failure or delay in
the performance of its obligations  hereunder  (except for the payment of money)
on account of strikes,  shortages,  riots,  insurrection,  fires,  flood, storm,
explosions,   acts  of  God,  war,   governmental   action,   labor  conditions,
earthquakes,  or any other cause which is beyond the reasonable  control of such
party.

                                       8
<PAGE>

     18.3 GOVERNING LAW AND VENUE.

     This  Agreement and any disputes  arising  under,  in  connection  with, or
relating  to this  Agreement  will be  governed  by the  laws  of the  State  of
California,  excluding its conflicts of law rules. Any proceeding brought by one
party against the other will take place in, and the parties hereby submit to the
jurisdiction  of, the state and  federal  courts  located  in San Mateo  County,
California. The prevailing party in any such dispute will be entitled to recover
reasonable  costs of suit  (including the reasonable fees of attorneys and other
professionals).

     18.4 RELATIONSHIP OF PARTIES.

     Neither this Agreement nor the parties' business  relationship  established
hereunder  will  be  construed  as  a  partnership,   joint  venture  or  agency
relationship or as granting a franchise.  Neither party will attempt to, or will
have the right to, legally obligate the other party.

     18.5 SUBCONTRACTORS.

     @Work may provide all or part of the  Connectivity  and/or  @Work  Services
through its affiliates, agents or subcontractors.

     18.6 WAIVER AND MODIFICATION.

     The failure of either  party to require  performance  by the other party of
any provision hereof shall not affect the full right to require such performance
at any time thereafter;  nor shall the waiver by either party of a breach of any
provision hereof be taken or held to be a waiver of the provision  itself.  This
Agreement may be modified only by a writing signed by authorized representatives
of both @Work and Partner.

     18.7 SEVERABILITY.

     In the event that any provision of this Agreement shall be unenforceable or
invalid under any  applicable  law or be so held by applicable  court  decision,
such   unenforceability   or   invalidity   shall  not  render  this   Agreement
unenforceable or invalid as a whole, and, in such event, such provision shall be
changed  and  interpreted  so as to  best  accomplish  the  objectives  of  such
provisions within the limits of applicable law or applicable court decisions.

     18.8 HEADINGS.

     The paragraph  headings  appearing in this Agreement are inserted only as a
matter of  convenience  and in no way define,  limit,  construe or describe  the
scope or extent of such paragraph or in any way affect such paragraph.

     18.9 ASSIGNMENT.

     This  Agreement  shall be binding  and inure to the  benefit of the parties
hereto and their respective successors and assigns. Partner shall not assign any
of its rights nor delegate any of its obligations  under this Agreement  without
the express written consent of @Work.

     18.10 ENTIRE AGREEMENT.

     This  Agreement,   including  the  Exhibits  attached  hereto,   which  are
incorporated  herein by reference,  is the entire agreement  between the parties
regarding  its subject  matter.  It supersedes  and its terms govern,  all prior
proposals,  agreements,  or other  communications  between the parties,  oral or
written, regarding such subject matter.

     18.11 NON-EXCLUSIVE.

     @Work  and  Partner  each  acknowledge  and  agree  that,  except as may be
expressly  agreed in writing  between the  parties,  the rights  granted to each
other in this Agreement are granted on a non-exclusive  basis,  and that nothing
in this Agreement  prevents  either party from entering into similar  agreements
with third parties at any time at the sole discretion of each party.

                                       9
<PAGE>


IN WITNESS  WHEREOF,  this Agreement has been executed below by duly  authorized
officers of the parties as of the date first written above.

AT HOME CORPORATION                       EDUCATIONAL VIDEO CONFERENCES, INC.


By: /s/ Lawrence J. Link                  By: /s/ Dr. Arol I. Buntzman
    ---------------------------------         ----------------------------------
    Name: Lawrence J. Link                        Name: Dr. Arol I. Buntzman
    Title: VP Sales                               Title: CEO Chairman


                                       10


<PAGE>


                                    EXHIBIT A

                             MSA REVENUE COMMITMENT

1.  FEES.

Partner commits to a total of $200,001 of Monthly  Contribution  Revenue ("MCR")
for @Work by 12-31-, 2001 ("COMMITMENT  DATE"). The MCR is comprised the Monthly
DSL Fees,  the Monthly T-1 Port Fees,  Monthly DS-3 Port Fees,  and Monthly Fast
Ethernet  Fees  (described  in  EXHIBIT B and  EXHIBIT C) and billed by @Work to
Partner.  In conjunction  with this  Commitment,  Partner will receive the @Work
Tier 4  discount  off of the MCR (as  described  in  EXHIBIT B and  EXHIBIT  C).
Discounts do not apply to any third party  charges or Set-up Fees  invoiced as a
separate line item (e.g.  equipment,  T-1 & DS-3 local loops, DSL Provider fees,
Installation, Training, etc).

DISCOUNT TIERS

         Tier 1   $  1       $ 50,000
         Tier 2   $ 50,001   $100,000
         Tier 3   $100,001   $200,000
         Tier 4   $200,001   $300,000
         Tier 5   $300,001   $400,000
         Tier 6   $400,001      +


2.  COMMITMENT FEE.

Within 15 business days after the Commitment  date, @Work will determine how the
MCR for the month of the Commitment  date ("ACTUAL  DISCOUNT  TIER") compares to
the commitment revenue tier ("COMMITMENT  REVENUE TIER"). If the Actual Discount
Tier is below the  Commitment  Revenue Tier that the Partner has been  enjoying,
then @Work will assess a one-time  reconciliation  fee  ("RECONCILIATION  Fee").
This  Reconciliation  Fee will be based  on the sum of all MCR  billed  by @Work
through  the  Commitment  date and it will  equal  the  difference  between  the
Commitment  Revenue  Tier and the Actual  Discount  Tier applied on a product by
product basis.  If at any time, the Actual Discount Tier for a month exceeds the
Commitment Revenue Tier that the Partner has been enjoying,  then the Commitment
Revenue  Tier shall be deemed  achieved and @Work will  increase the  Commitment
Revenue Tier and discount accordingly.

Example:   The Partner  signs a contract with @Work on 1/1/2000 and signs up for
           a Commitment of $500,000 MCR by 12/31/2000. The Partner reaches a run
           rate  of  $240,000  MCR  as  invoiced  on  12/31/2000.   During  this
           Commitment period (1/1/2000 - 12/31/2000),  @Work bills the Partner a
           total  of  $1,000,000  of MCR  ($850,000  in  Total  IP DSL  fees and
           $150,000  in DS-3  Dedicated  Access  fees).  Therefore,  the  ACTUAL
           DISCOUNT  TIER for  Partner  is 39% (DSL) and 10%  (DS-3).  The delta
           between  COMMITMENT  REVENUE  TIER  and  ACTUAL  DISCOUNT  TIER is 6%
           (45%-39%)  for Total IP DSL and 6%  (19%-13%)  for  DS-3's  Dedicated
           Access. So the Reconciliation Fee would then be calculated as:

           $850,000 x .06 = $51,000
           $150,000 x .06 = $ 9,000
                   Total  = $60,000

                                       11
<PAGE>


                                    EXHIBIT B

                               "TOTAL IP" SERVICES

@Work is offering Partner the ability to resell any @Work "Total IP" Service. As
each "Total IP" Service is created,  Partner, under mutual agreement with @Work,
may create an addendum to this Exhibit (B-2, B-3 etc.) to cover the new service.

B- 1 "TOTAL IP DSL"

"TOTAL IP DSL" is an @Work Service that includes  Connectivity and access to the
global  Internet and allows Partner to purchase and resell a business class xDSL
solution to Customers.  @Work has entered into a contractual relationship with a
leading DSL provider  (the "DSL  PROVIDER")  to manage the  purchase,  delivery,
installation, configuration and maintenance of certain DSL services.

1.  PRICING

All fees  defined  in this  section  are to be  billed  directly  from  @Work to
Partner. @Work will bill Partner for any Set-up Fees (CPE, Installations, Inside
Wiring etc.) provided through DSL Provider.


                 MONTHLY DSL FEES
           144/160/Kbps            *
           200 Kbps                *
           416 Kbps                *
           784 Kbps                *
           1.04 Mbps               *
           1.54 Mbps               *

            DSL SETUP FEES
    Installation                   *


                       TOTAL IP DSL
                     DISCOUNT LEVELS
    Tier 1                *
    Tier 2                *
    Tier 3                *
    Tier 4                *
    Tier 5                *
    Tier 6                *


                   TOTAL IP TRAINING FEES
    Ordering process                            *
    Sales primer                                *
    Troubleshooting & escalation procedures     *
    IP allocation                               *
    * T & E - Travel and Expense fees.

2.  TERM.

The initial term for each  Customer DSL order shall be a minimum of one (1) year
and shall commence on the date the circuit is installed and first  available for
use. In the event of early

*Confidential portions

                                       12
<PAGE>

termination of any order by Partner,  Partner will pay a lump sum  ("TERMINATION
CHARGE")  equal to one  hundred  percent  (100%)  of the  Fees  for  each  order
terminated  multiplied by the number of months  remaining in the initial term of
the order.

3.  CPE POLICIES AND PROCEDURES.

Partner shall purchase  existing  Total IP DSL services  bundled with CPE as set
forth herein. @Work will serve as a reseller of CPE to Partner, which will serve
as the reseller to Customers and shall be responsible for all applicable  taxes,
other than taxes based on the net income of @Work.  The DSL Provider will manage
the purchase, delivery,  installation,  configuration and maintenance of the CPE
pursuant to its standard CPE  distribution  procedures  set forth  herein.  Upon
installation  of the CPE by DSL  Provider,  the  Partner,  or the  Customer,  as
applicable,  will retain title to the CPE. The terms of warranty and replacement
program  for  CPE  is as  set  forth  below  in  Section  5.4.  @Work  will  use
commercially  reasonable  efforts to ensure competitive CPE pricing from the DSL
Provider.

4.  CPE PRICING.

Selection  of the CPE shall be the  decision  of  Partner,  based on the list of
approved and  compatible  xDSL  equipment  set forth below.  The CPE list may be
updated by @Work or DSL Provider from time to time.  @Work will invoice  Partner
at the price(s) set forth below; however,  @Work may, at its discretion,  adjust
Partner's CPE price if @Work's cost for such CPE from DSL Provider  increases or
decreases.  The table below sets forth the current list of DSL Provider-approved
CPE and prices as of the date  hereof.  @Work may change the  equipment  in this
list from time to time.

<TABLE>
<CAPTION>
                                  AVAILABLE SPEEDS                              PRICE*
CPE
<S>      <C>                      <C>                                           <C>
Netopia R7100 (SDSL)              160, 200, 416, 784, 1040 AND T1 SPEED         *

Netopia D7100 (SDSL)              160, 200, 416, 784, 1040 AND T1 SPEED         *

Netopia R3100 (IDSL)              144                                           *

NetopiaM7100 (SDSL bridge)        160, 200, 416, 784, 1040 AND T1 SPEED         *

FlowPoint 2200 (SDSL)             160, 200, 416, 784, 1040 AND T1 SPEED         *

FlowPoint 2200B (SDSL Bridge)     160, 200, 416, 784, 1040 AND T1 SPEED         *

FlowPoint 144 (IDSL)              144                                           *

3Com 840 (SDSL)                   160, 200, 416, 784, 1040 AND T1 SPEED         *

3Com SDSL Bridge                  160, 200, 416, 784, 1040 AND T1 SPEED         *

3Com IDSL Bridge                  144                                           *

Xspeed 320 SDSL Bridge            160, 200, 416, 784, 1040 AND T1 SPEED         *
</TABLE>

*Price includes shipping,  configuration of encapsulation gateway IP address and
associated subnet masks (if applicable).

5.  CPE ORDER AND DISTRIBUTION.

5.1 ORDER AND  CANCELLATION.  The Partner  orders  Total IP DSL through  @Work's
existing  approved  methods  (extranet  or  electronic  bonding),   including  a
specified  CPE  type  "bundled"  together  with  that  service.  The  terms  and
conditions  of sale set forth in this addendum  apply to

*Confidential portions

                                       13
<PAGE>

each order  accepted or shipped by @Work and  supersede  the terms of  Partner's
purchase order or other business forms and @Work's order acknowledgment or other
order confirmation documentation.  Customer will only resell CPE as bundled with
Total IP DSL service or as  replacement  of existing CPE.  Partner may cancel an
order up to ten (10) business days prior to scheduled  installation  of the xDSL
line by the ILEC without  penalty upon written notice to @Work.  If cancellation
of the CPE  order is less than ten (10)  business  days  prior to the  scheduled
installation  of the xDSL  line by the  ILEC,  @Work  may  charge  Partner a $25
administrative  fee  and  any  applicable  shipping  charges.  If the CPE is not
received  back within  seven (7) business  days,  the unit will be billed to the
Partner at the standard  rates.  If the type of CPE is changed by Partner  after
CPE has been shipped,  Partner will be charged a $50 fee that includes  shipping
charges. The foregoing CPE change fee will not apply when the CPE is changed due
to DSL service  availability issues or any other situation in which DSL Provider
requires the change in equipment  in order to provision  DSL service,  including
but not limited to where IDSL is the only DSL service that may be provisioned.

5.2 INSTALLATION AND PING PROCESS.

At the time of Partner's order to @Work, the Partner will provide @Work with the
Customer  WAN IP address  and subnet  mask as well as the gateway IP address and
subnet mask. DSL Provider will use best efforts to PING (Packet Internet Groper)
the gateway router or server from the WAN interface on the Customer's CPE during
installation.  If gateway device is not configured, or the IP information is not
provided,  DSL Provider will perform a speed test through DSL  Provider's  DSLAM
and then complete the installation.  If DSL Provider cannot complete either test
successfully,  DSL Provider will use commercially  reasonable  efforts to notify
Partner   immediately   and  resolve  the  issue   while   onsite.   "Successful
Installation"  (contingent  on Partner  using and providing to @Work the correct
public  IP  addresses)  is  defined  as the  point at  which  DSL  Provider  has
successfully  completed a PING test from the WAN interface on the Customer's CPE
to the gateway router or server.

5.3 DISTRIBUTION.

DSL Provider will be responsible for all warehousing and distribution of bundled
CPE for Customer.  The CPE will be shipped to the Customer once DSL Provider has
tested the xDSL circuit  outside the Customer  premises.  DSL Provider will ship
the CPE from its hub  distribution  facility  using next day  delivery,  and the
scheduled receipt of the CPE will occur prior to the completion of inside wiring
services. Shipping fees are included in the CPE price.

5.4 CPE WARRANTY AND REPLACEMENT PROGRAM.

DSL Provider  will replace  defective CPE within three (3) business days for the
period of one (1) year after the date of  Installation as defined in Section 7.4
of the  Agreement.  There will be no charge to the Partner or Customer  for this
coverage.  After the one (1) year period has ended, replacement of defective CPE
will be under standard  pricing terms as defined above.  This coverage will only
apply to bundled  CPE that have been  deemed to have  defects by the Partner and
DSL  Provider's  TACs  (technical   assistance   centers).   Customers  who  are
experiencing  problems with their CPE, post-install will contact the Partner for
first level technical support.  The Partner will check IP configuration and data
encapsulation.  The Partner will  conference in the DSL Provider TAC, if needed,
to check the DSL loop and perform more advanced  troubleshooting.  If the CPE is
determined to be defective and within one (1) year of the time of  Installation,
the DSL Provider  TAC will send a request to send out a  replacement  unit.  DSL
Provider  will request a replacement  CPE  configured  with the IP  information,
verifying  with the Partner that it has not changed  from the  original  Service
order,  and ship to the Customer via two (2) day air. The  replacement  CPE will
arrive  accompanied  with  instructions  and  materials  for the  return  of the
defective  CPE. If the  defective  CPE is not  received  back  within  seven (7)
business days, the replacement unit will be billed to the Partner.

                                       14
<PAGE>

6.  CPE CONFIGURATION.

DSL Provider will provide the following  preconfiguration  for all CPE: Customer
WAN, gateway and associated subnet masks. All preconfiguration will be completed
at the DSL Provider distribution  facility.  There are no additional charges for
the above CPE configuration  activities.  If DSL Provider incorrectly configured
or shipped the wrong CPE,  then DSL Provider  will use  commercially  reasonable
efforts  to resolve  the issue  while  onsite if  possible  and at the  earliest
possible date if not possible.

7.  CPE SUPPORT.

Upon completion of a Successful Installation and the inside wire installation as
set forth herein,  the Partner and Customer will be responsible for LAN support.
DSL  Provider  will  monitor  xDSL   connectivity  and  assist  the  Partner  in
determining  whether  any  connectivity  problem  is caused  by the CPE.  If the
problem is associated with the CPE and it is within the  manufacture's  warranty
then DSL Provider will replace the CPE as defined in the CPE Warranty  above. If
the CPE is not under  warranty  then the Partner  and/or  Customer will have the
right to have @Work or DSL Provider  ship a  replacement  CPE under the standard
pricing terms  defined  above or work with the CPE vendor  directly to determine
whether the CPE can be  repaired.  If dispatch of a DSL Provider  technician  or
emergency CPE  replacement is required to replace or service the CPE, @Work will
bill the Partner for the dispatch and/or  shipping costs,  except in the case of
damages caused while CPE is in DSL Provider's  possession,  during shipment,  or
during installation, in which case DSL Provider shall be responsible for related
repair, replacement,  dispatch and/or shipping costs. Except as set forth in the
previous sentence,  if dispatch of a DSL Provider technician is required for any
reason, Partner will be responsible for all charges associated therewith, unless
it is determined that the dispatch was caused by the DSL Provider's  negligence,
in which case DSL Provider will be responsible for all such charges.

8.  RESELLER REQUIREMENTS.

Partner will provide @Work with a reseller  certificate  for each state in which
Partner intends to resell  @Work-provided CPE. If a reseller  certificate is not
provided  to @Work,  all  applicable  state,  county and  federal  taxes will be
included on Partner's  invoice.  Reseller  certificates can be faxed or sent via
courier to AT HOME  CORPORATION,  450 BROADWAY  STREET,  REDWOOD CITY, CA 94063,
ATTN: LEGAL DEPARTMENT.

9.  PRICING FOR INSTALLATION AND OTHER NON-RECURRING SERVICES.

Installation  of the Total IP DSL service  requires  DSL  Provider to extend the
copper pair from the Incumbent Local Exchange Carrier (ILEC)  demarcation  point
to the Customer's  required  location  (referred to herein as "INSIDE WIRING" or
"IW").  The list set forth below may be updated by @Work or @Work's DSL Provider
from time to time.  @Work will invoice  Partner at the price(s) set forth below;
however,  @Work may, at its discretion,  adjust  Partner's price if @Work's cost
for such service from DSL Provider increases or decreases.  The table below sets
forth the  current  list  services as of the date  hereof.  @Work may change the
defined services in this list from time to time.
<TABLE>
<CAPTION>


<S>                                                                                                     <C>
Standard Installation                                                                                   *
Nonstandard installation (materials extra)                                                              *
Reschedule visit due to lack of access                                                                  *
Standard inside move                                                                                    *
Nonstandard inside move (materials extra)                                                               *
Outside move                                                                                            *
Cancellation of order - within phone company cancellation period                                        *

* Confidential portions

                                       15
<PAGE>

Cancellation of order - outside of phone company cancellation period                                    *
Site survey (on request)                                                                                *
Speed change (only for down-grade in speed)                                                             *
Inside wiring repair  (materials extra)                                                                 *
Facilities management riser connection                                                                  *
-------------------------------------------------------------------------------------------------------------
ss. Price is for jobs started and completed  between 8AM and 6PM on weekdays.  A
* surcharge  applies for  evenings and  Saturdays,  and a * surcharge  for
Sundays and holidays.
</TABLE>


EXPLANATION OF NON-RECURRING CHARGES

Standard installation    Identification of copper loop at the "MPOE" (minimum or
                         main point of entry); cross connection through existing
                         riser cable to satellite terminal serving the end-user;
                         wiring  from  the  riser  cable to  Customer  specified
                         location; termination on an RJ-45 or equivalent outlet.
                         Placement   of  the  "DSLAD"   (DSL   Access   Device),
                         connection to an existing 110v AC outlet and connection
                         of the DSLAD to the RJ outlet  using a  provided  cord.
                         Continuity  test from the DSLAD through the RJ jack and
                         an end-to-end test with DSL Provider's  control center.
                         Materials included:  RJ outlet, cord, and up to 50 feet
                         of Cat 5 four pair PVC wire.

Nonstandard              Any installation requiring work beyond that included in
installation             the standard installation or requiring multiple visits.

Reschedule visit         Applies  if DSL  Provider's  personnel  are not able to
due to lack of           perform an installation,  move, or repair due to access
access                   not  being   provided  by  the   Customer   during  the
                         agreed-upon  period.  This  charge  does not apply if a
                         request to  reschedule is received at least 24 hours in
                         advance of an  appointment  scheduled  during  business
                         hours,  or  48  hours  in  advance  of  an  appointment
                         scheduled for evenings, weekends, or holidays.

Standard inside move     Moving  existing  service  within an area served by the
                         same  phone  company  MPOE.  This  is  limited  to  the
                         services provided in a standard installation, including
                         installing any necessary inside wiring and reinstalling
                         of the DSLAD.

Nonstandard inside       Any movement of existing  service within an area served
move                     by the same  phone  company  MPOE  that  requires  work
                         beyond  that  included in the  standard  inside move or
                         requiring multiple visits.

Outside move             Moving  existing  service  to  an  area  serviced  by a
                         DIFFERENT main point of entry; this includes installing
                         any necessary inside wiring and reinstalling the DSLAD.
                         This charge includes  downgrading  speed if technically
                         necessary.

Cancellation of order -  An order is cancelled at least 10 (ten)  business  days
within phone company     before the ILEC FOC (firm  order  commitment)  date for
cancellation period      provisioning the end-user loop.

Cancellation of order -  An order is cancelled  less than 10 (ten) business days
outside phone company    before the ILEC FOC (firm  order  commitment)  date for
cancellation  period     provisioning  the end-user  loop.  This charge does not
                         apply if  installation  has been

*Confidential portions

                                       16
<PAGE>

                         completed and paid for  by Partner.

Site survey              Identification  of  availability,  type and  length  of
                         loops at end-user  premises,  and  estimation of costs.
                         Performed upon request only.

Speed decrease           The  speed  of  service  is  decreased  at   Customer's
                         request.

Inside wiring repair     The inside  wiring has been damaged and DSL Provider is
                         asked to perform  repairs.  This  includes,  but is not
                         limited to, damage caused by  negligence,  fire,  flood
                         and natural disasters."

                                       17


<PAGE>


10. OPERATIONAL OBLIGATIONS TO IMPLEMENT TOTAL IP DSL FOR PARTNER.

The list set forth  below may be updated by @Work or @Work's DSL  Provider  from
time to time.


                  IMPLEMENTATION

PARTNER           MARKET BY MARKET  FORECAST - Partner  will  provide to @Work a
                  detailed  market by market forecast of planned market rollouts
                  which will include all IP address allocation  requirements for
                  each of  those  markets.  Partner  must  comply  with all ARIN
                  guidelines   for   address    allocation   and   perform   all
                  administrative   tasks  associated  with  these  blocks.  This
                  forecast will trigger all other implementation activities.

DSL PROVIDER      DSL PROVIDER  ORDER  SYSTEM - DSL  Provider  will setup within
                  their  backoffice  system a "child  account"  within the @Work
                  Master Account for every market that Partner has forecasted to
                  sell into. This will include any username/passwords  necessary
                  for Partner to access  these  accounts.  NOTE:  ACTIVATION  OF
                  THESE "CHILD  ACCOUNTS"  ARE A  PREREQUISITE  FOR TRACKING ANY
                  ORDERS.

@WORK             IP  ADDRESS  ALLOCATION  -  @Work  will  provide  Partner  the
                  associated IP address blocks  requested as long as they are in
                  accordance with ARIN guidelines.

DSL PROVIDER      PREQUALIFICATION  TOOL.  DSL Provider will make  available the
                  Prequalification tool to Partner via @Work or directly.



@WORK             TRAINING-  @Work  will  provide  all  "Total  IP DSL"  related
                  training with Partner.  Unless  otherwise agreed in writing by
                  @Work, required Partner training will include:

                  o  Ordering process through the @Work's order system

                  o  Sales primer on DSL technology

                  o  Basic troubleshooting and escalation procedures

                  o  IP allocation

PARTNER           END-USER   PRODUCT   DEVELOPMENT  -  Partner  will  have  sole
                  responsibility  for defining  and  developing  the  associated
                  Customer product that they sell.

DSL PROVIDER      DSL CPE- THE DSL CPE must be fulfilled  through DSL Provider's
                  existing bundling program.

PARTNER           OTHER CPE - Any additional CPE is the sole  responsibility  of
                  Partner.

DSL PROVIDER      INSIDE  WIRING - IW must be  completed  by DSL  Provider's  IW
                  program.

PARTNER           PRICING  -  Customer  pricing  will  be at the  discretion  of
                  Partner.

                                       18

<PAGE>


11. OPERATIONAL OBLIGATIONS TO ACQUIRE A "TOTAL IP" DSL CUSTOMER

The list set forth  below may be updated by @Work or @Work's DSL  Provider  from
time to time.


                  SALES AND SALES SUPPORT

PARTNER           MARKETING - Responsible  for lead  generation and local market
                  awareness  including  promotion and  advertising  campaigns to
                  acquire Customers.

PARTNER           PROSPECTING   -  Hire,   train  and   develop   direct   sales
                  organization.  Sales will qualify the leads, propose products,
                  and close the Customer.

PARTNER           LOCAL  LOOP   PREQUALIFICATION.   Partner   will  perform  all
                  serviceability  checks for potential  Customers.  A Local Loop
                  check determines whether a particular  Customer is serviceable
                  by the DSL Provider.

PARTNER           END-USER  CONTRACT.  Develop  Customer  contracts and purchase
                  orders that conform to the features and functions  outlined in
                  the applicable Total IP DSL Exhibit.

PARTNER           END-USER IP ADDRESS  ALLOCATION.  Partner will review Customer
                  IP requirements against ARIN guidelines and allocate addresses
                  accordingly.  Partner  must also  perform  all  administrative
                  tasks associated with these allocations.

PARTNER           PLACE  ORDER  WITH @WORK - Partner  will  enter each  Customer
                  account directly into @Works order system.

@WORK             AGGREGATION    ROUTER/PVC    CONFIGURATION.    Configure   the
                  aggregation  device  to  route  IP  packets  to and  from  the
                  Customer location.

PARTNER           CUSTOMER INSTALLATION  UPDATES.  Communicate with DSL Provider
                  for  updates on  circuit  installations  via the DSL  Provider
                  Partner Resource Center or other approved methods.

DSL PROVIDER      INSTALL CIRCUIT TO MPOE. DSL Provider will coordinate with the
                  ILEC to provision the copper loop and physically install it to
                  the Customer's MPOE.

DSL PROVIDER      CPE SHIPPED - DSL Provider  will ship the requested CPE to the
                  Customer.

PARTNER           OTHER  CPE  SHIPPED  - If  necessary,  Partner  will  ship any
                  additional CPE, such as routers, to the Customer.

PARTNER           SETUP ISP SERVICES - Partner is  responsible  for  configuring
                  all  Customer  specific  ISP  services,  such as  DNS,  Domain
                  Registration/Modifications, SMTP, POP3, and NNTP.

DSL PROVIDER      INSIDE  WIRING.  Coordinate  with  Customer to ensure that the
                  circuit is extended from the MPOE to the requested location on
                  the Customer premise.

DSL PROVIDER      LOCAL LOOP TROUBLESHOOTING. Tests the health of the circuit.

DSL PROVIDER      CUSTOMER  ACTIVATION  - DSL  Provider  will  notify  @Work and
                  Partner when a Customer circuit is live and billable.


                  ON-GOING SUPPORT AND MAINTENANCE

PARTNER           TIER 1 CUSTOMER  SERVICE.  Provide Tier 1 Customer Service for
                  Customers.   Typical  activities   include:   answering  basic
                  Customer inquiries;  call screening;  billing issues;  initial
                  trouble  isolation and  ticketing;  move,  add or change order
                  activity  and  other  non-technical  inquiries.  Includes  the
                  responsibility  to hire,  train, and support

                                       19
<PAGE>

                  adequate  Customer Service  personnel to meet customer support
                  objectives.  Ensure Customers  requiring technical support are
                  forwarded  to  Tier  2  Technical   Support  after  performing
                  appropriate triage.

PARTNER           TIER 2 TECHNICAL SUPPORT.  Provide Tier 2 Technical Support on
                  a 7X24 basis for  Customers  transferred  from Tier 1 Customer
                  Service.  Tier 2  Technical  Support  provides a more  network
                  centric level of technical  support for Customer  Connectivity
                  including    troubleshooting,    DSL   Provider   local   loop
                  troubleshooting,  CPE, DNS, and routing support.  Includes the
                  responsibility for hiring,  training,  and supporting adequate
                  Technical Support  personnel.  Ensure Customers  requiring NOC
                  support  be  forwarded  to  the  appropriate  Tier  3  Support
                  organization  after  performing  appropriate  triage.  Provide
                  standard  technical support metrics and reports to ensure Tier
                  2 Technical Support is operating within defined parameters.

@WORK             TIER  3  NETWORK  SUPPORT.  Provide  Tier  3  Network  Support
                  available  on  a  7x24  basis.   Typical   activities  include
                  network-wide  or regional  backbone  problems and  aggregation
                  router  support.  Tier  3  is  exclusively  an  infrastructure
                  organization that supports Partner's Tier 2 group. Tier 3 does
                  not have any direct contact with the Customer.

DSL PROVIDER      TIER 3 DSL  LOOP  SUPPORT.  Provide  Tier 3 DSL  loop  support
                  available on a 7x24 basis.  Typical  activities include market
                  network  problems  (i.e.  ATM network),  local loop and inside
                  wiring  issues.   Tier  3  is  exclusively  an  infrastructure
                  organization that supports Partner's Tier 2 group. Tier 3 does
                  not have any direct contact with the Customer.

PARTNER           FORECASTS.  Provide  @Work  quarterly  good faith  non-binding
                  forecasts  indicating  the number of  potential  Customers  by
                  product,  by market, as well as to provide @Work with adequate
                  information  to  manage  the  implementation,   support,   and
                  operational loads.

@WORK             PARTNER  BILLING - On a monthly  basis,  @Work  will bill each
                  Partner  directly  for  all  @Work  fees  as  well  as all DSL
                  Provider fees.


                  MISCELLANEOUS

@WORK             BACKBONE   NETWORK   INFRASTRUCTURE.   Provide   the   network
                  infrastructure  to provide  Internet  backbone  access for the
                  @Work Total IP DSL product that  require  access to the global
                  Internet via Network Access Points and other peering points.

@WORK             @WORK  AGGREGATION  ROUTERS.  Provision and place  aggregation
                  routers conforming to product definitions.

@WORK             MARKET COVERAGE. PROVIDE PLANS FOR NEW TOTAL IP DSL MARKETS.

@WORK             CAPACITY  PLANNING.   Provide  ongoing  capacity  planning  of
                  Backbone Network  Infrastructure  to ensure adequate  systems,
                  hardware, and bandwidth.

                                       20

<PAGE>


                                    EXHIBIT C

                            DEDICATED ACCESS SERVICES


@Work may offer  Partner the ability to utilize  other  @Work  Dedicated  Access
Services. If new Dedicated Access Services are required,  Partner,  under mutual
agreement  with @Work,  can create an addendum to this Exhibit (C-2, C-3 etc) to
cover the new service.

C- 1  T-1 DEDICATED ACCESS SERVICES

T-1 DEDICATED ACCESS SERVICES  includes a T-1  Connectivity  loop, @Work Service
Equipment  and a T-1  port  in the  POP  Equipment  for  traffic  to the  global
Internet.  @Work through  deployment of several @Work POPs and contracting  with
different  Connectivity  providers  are able to provide  the Partner a total T-1
solution to purchase and resell to customers.

1.    T-1 DEDICATED ACCESS PRICING

      Monthly T-1 Port Fee
      T-1 (1.544 Mbps)       *

      T-1 Setup Fee
      Installation           *


                      T-1 DEDICATED ACCESS
                        DISCOUNT LEVELS

      Tier 1                 *
      Tier 2                 *
      Tier 3                 *
      Tier 4                 *
      Tier 5                 *
      Tier 6                 *


2.  @WORK SERVICE EQUIPMENT

Each T-1 Dedicated Access Service will include a T-1 compatible router on a loan
basis.  The exact model and  configuration  will be at @Work sole discretion and
will be  subject  to  change  at any time.  Customer  shall  use  @Work  Service
Equipment  solely for the purpose of obtaining the T-1 Dedicated Access Services
and shall be  responsible  for  installing  it and using it in  accordance  with
@Work's  instructions.  All  other  equipment  shall  be the  responsibility  of
Customer and Partner.


    2.1  MAINTENANCE,  SUPPORT AND REPAIR  SERVICE

         Provided  that  Partner  and  Customer  is  in  compliance   with  this
         Agreement,  @Work  shall  maintain,  support and repair  @Work  Service
         Equipment. In the event of any fault in @Work Service Equipment,  @Work
         and/or its agents shall  arrange for the repair or  replacement  of the
         @Work Service  Equipment.  The Partner and/or its Customer shall permit
         @Work  and/or  its  agents  reasonable  access  to  the  @Work  Service
         Equipment  upon  reasonable  notice.  The Partner  agrees to insure the
         Customer uses reasonable care in maintaining @Work Service

*Confidential portions


                                       21
<PAGE>


         Equipment and shall bear  responsibility for the cost and completion of
         repairing  such  equipment  in the event of (a) misuse,  (b) failure to
         exercise reasonable care, or (c) theft.

3.  PROVISION OF CONNECTIVITY.

The  Connectivity  to be used  for  the T-1  Dedicated  Access  Service  will be
provided by a third party  ("Circuit  Provider").  @Work will select the Circuit
Provider,  order  the  Connectivity  in its  name  on  behalf  of  Partner,  and
coordinate the installation of the Connectivity with the Circuit Provider.  Each
T-1 Connectivity will be priced by @Work on a Customer by Customer basis.  @Work
cannot designate and does not guarantee any Connectivity installation timeframe.
If the Partners  Customer cannot for any reason obtain T-1  Connectivity,  @Work
may terminate this specific T-1 Dedicated Access Service order without liability
or forfeiture of payment for any costs incurred on behalf of Partner.

4.  NETWORK SECURITY

The Customer is solely  responsible  for  maintaining  security and control over
access to the T-1 Dedicated Access Services and to @Work Service  Equipment used
to obtain the T-1 Dedicated Access Services, including @Work Service Equipment.

5.  SERVICES RESTRICTIONS

The Partner's  Customer may not resell any portion of the T-1  Dedicated  Access
Service.  Partner or  Customer  is  responsible  for all  software  and  content
displayed and/or  distributed by Partner or Customer,  or by Customer agents, if
any.

6.  TERM.

The initial term for each T-1 Dedicated  Access  Services  shall be a minimum of
one (1) year and shall commence on the date the T-1 Dedicated  Access Service is
installed and first  available for use by the Customer as defined in Section 7.4
of the Agreement. After such term, the T-1 Dedicated Access Service shall extend
on a  month-to-month  basis,  terminable  at will by either  party upon 30 days'
written notice.  In the event of early  termination of any T-1 Dedicated  Access
Services by Partner, Partner will pay a lump sum ("TERMINATION CHARGE") equal to
one hundred percent (100%) of the Fees for each order  terminated  multiplied by
the number of months  remaining  in the initial  term of the order.  The Partner
will also be responsible  for the complete term of the  Connectivity  associated
with the T-1 Dedicated Access Service. Upon termination of this Agreement, @Work
shall  disconnect,  or shall cause to be disconnected,  the T-1 Dedicated Access
Services  and the  Connectivity.  In  addition,  Partner  shall return all @Work
Service Equipment, if provided, to @Work within thirty (30) days. If the Partner
fails to do this @Work will charge the Partner for the equipment

7.  OPERATIONAL OBLIGATIONS

The  ongoing  support  provided  by @Work for this  service  will be  limited to
monitoring the physical interface on the @Work aggregation router and any leased
line connections  provisioned by @Work, and verifying that the @Work Aggregation
router is correctly configured.  Any service not specifically listed below shall
be considered outside the scope of this product.

>>  DNS      @Work will not provide DNS services for Customer networks.
>>  SMTP     @Work will not provide SMTP relay or SMTP backup for Customers.
>>  NNTP     @Work will not provide a NNTP feed or a NNTP read/post access to
    any of its servers as a part of this product.

                                       22

<PAGE>


8.  OPERATIONS AND ENGINEERING

>>  @WORK Backbone Network  Infrastructure.  Provide the network infrastructure
    to provide  transit for Partner to the global  Internet  via NAPs and other
    peering  points.
>>  @WORK Capacity  Planning.  Provide  ongoing  capacity  planning of Backbone
    Network Infrastructure to ensure adequate systems, hardware, and bandwidth.
>>  @WORK @Work Dedicated IP Access Product Infrastructure.  Provision and place
    all @Work supplied hardware and systems required by the appropriate  product
    definitions.
>>  @WORK @Work Aggregation  Routers.  Provision and place  aggregation  routers
    conforming to product definitions.
>>  @WORK Network  Surveillance.  Provide network  surveillance of all @Work and
    @Work network infrastructure and @Work aggregation routers.
>>  @WORK Allocating the appropriate physical interface on the @Work Aggregation
    router.
>>  @WORK Verifying physical connectivity
>>  @WORK Technical Support.  Provide Network Support available on a 7x24 basis.
    Responsibilities   include  but  are  not  limited  to,  backbone  problems,
    aggregation router(s), local loop, CPE, DNS, and routing.


>>  PARTNER  Correct operation for all Partner owned equipment
>>  PARTNER  All configurations on Partner's equipment
>>  PARTNER  Technical  Support.  Provide  Network  Support  available on a 7x24
    basis. Responsibilities include but are not limited to, NNTP, SMTP, and DNS.

                                       23

<PAGE>


C- 2  DS-3 DEDICATED ACCESS SERVICES

DS-3 DEDICATED ACCESS SERVICES includes a DS-3 Connectivity loop and a DS-3 port
in  the  POP  Equipment  for  traffic  to the  global  Internet.  @Work  through
deployment of several @Work POPs and  contracting  with  different  Connectivity
providers  are able to provide the Partner a total DS-3 solution to purchase and
resell to customers.

1.  DEDICATED DS-3 WHOLESALE PRICING

                                                  EFFECTIVE $/MBPS
    CAPACITY      PROVISIONED     MONTHLY TIER    OF MONTHLY        MONTHLY
    COMMIT TIER   PORT            CHARGE          TIER CHARGE       BURST CHARGE
    -----------   -----------     ------------    ----------------  ------------
       3             DS-3             *                *               *
       6             DS-3             *                *               *
       9             DS-3             *                *               *
       12            DS-3             *                *               *
       15            DS-3             *                *               *
       20            DS-3             *                *               *
       30            DS-3             *                *               *
       45            DS-3             *                *               *


Effective Traffic Measure

     -  the send and receive traffic from each Customer  circuit will be sampled
        every 5  minutes
     -  at the end of each month,  the send and receive  readings will be ranked
        (separately)  in descending  order
     -  the top 5% of these  readings (both send and receive) will be thrown out
     -  the largest  remaining  traffic reading (either send or receive) will be
        the  Effective  Traffic for that month for that circuit
     -  If the traffic measure is greater than the committed tier, Customer will
        be charged  the monthly  commitment  plus the  burstable  rate times the
        difference between the traffic measure and the Capacity Commitment Tier.

  -  Pricing Example 1: *

  -  Pricing Example 2: *

Other Charges:

     Other DS-3 Dedicated Access Services Fees
     Bandwidth Cap Charge                    *
     Managed Router                          *
     Installation (One-Time)                 *

*Confidential portions
                                       24
<PAGE>

     Installation (One-Time)                     $8,000

     Bandwidth Limit Charge:  Charge is incurred when customer  desires to limit
     port bandwidth to Committed Capacity Tier.

     Circuit  change  orders are designed to provide the  flexibility  to change
     circuit  parameters  (e.g.  upgrades  to higher  speed  ports,  increase in
     Capacity  Commitment  Tier).  For the first year of this contract,  no more
     than one (1) upgrade  circuit  change order for an individual  port will be
     accepted  within  any one  (1)  month  period.  For  the  remainder  of the
     contract,  no more  than  one  (1)  upgrade  circuit  change  order  for an
     individual  port will be  accepted  within  any three  (3)  months  rolling
     period.  No more  than  one  (1)  downgrade  circuit  change  order  for an
     individual  port will be  accepted  within  any twelve  (12) month  rolling
     period.  The  changes  will be  effective  within  30 day of  receipt  of a
     accurate change order.


                     DS-3 DEDICATED ACCESS
                        DISCOUNT LEVELS

     Tier 1                 *
     Tier 2                 *
     Tier 3                 *
     Tier 4                 *
     Tier 5                 *
     Tier 6                 *



2.   @WORK SERVICE EQUIPMENT

DS-3  Dedicated  Access  Service  may  require  specific  CPE  for a  successful
installation. Each Customer application will have to be reviewed individually by
approved  @Work  personnel to determine  the final  requirements.  All Equipment
purchased  through @Work for the DS-3 Dedicated Access Service will be marked up
at 20% above cost.


3.   PROVISION OF CONNECTIVITY.

The  Connectivity  to be used  for the DS-3  Dedicated  Access  Service  will be
provided by a third party  ("Circuit  Provider").  @Work will select the Circuit
Provider,  order  the  Connectivity  in its  name  on  behalf  of  Partner,  and
coordinate the installation of the Connectivity with the Circuit Provider.  Each
DS-3  Connectivity will be priced by @Work on a Customer by Customer basis @Work
cannot designate and does not guarantee any Connectivity installation timeframe.
If the Partners Customer cannot for any reason obtain DS-3  Connectivity,  @Work
may  terminate  this  specific  DS-3  Dedicated  Access  Service  order  without
liability or forfeiture of payment for any costs incurred on behalf of Partner.

4.   NETWORK SECURITY

The Customer is solely  responsible  for  maintaining  security and control over
access to the DS-3 Dedicated Access Services and to @Work Service Equipment used
to obtain the DS-3 Dedicated Access Services, including @Work Service Equipment.

5.   SERVICES RESTRICTIONS


*Confidential portions

                                       25
<PAGE>

The Partner's  Customer may not resell any portion of the DS-3 Dedicated  Access
Service.  Partner or  Customer  is  responsible  for all  software  and  content
displayed and/or  distributed by Partner or Customer,  or by Customer agents, if
any.


6.   TERM.

The initial term for each DS-3 Dedicated  Access  Services shall be a minimum of
one (1) year and shall commence on the date the DS-3 Dedicated Access Service is
installed and first  available for use by the Customer as defined in Section 7.4
of the  Agreement.  After such term,  the DS-3  Dedicated  Access  Service shall
extend on a  month-to-month  basis,  terminable  at will by either party upon 30
days' written  notice.  In the event of early  termination of any DS-3 Dedicated
Access Services by Partner,  Partner will pay a lump sum ("TERMINATION  CHARGE")
equal to one  hundred  percent  (100%)  of the Fees  for each  order  terminated
multiplied  by the number of months  remaining in the initial term of the order.
The Partner will also be responsible  for the complete term of the  Connectivity
associated  with the DS-3 Dedicated  Access  Service.  Upon  termination of this
Agreement,  @Work shall disconnect, or shall cause to be disconnected,  the DS-3
Dedicated Access Services and the Connectivity.

7.   OPERATIONAL OBLIGATIONS

The  ongoing  support  provided  by @Work for this  service  will be  limited to
monitoring the physical interface on the @Work aggregation router and any leased
line connections  provisioned by @Work, and verifying that the @Work Aggregation
router is correctly configured.  Any service not specifically listed below shall
be considered outside the scope of this product.

>>   DNS      @Work will not provide DNS services for Customer networks.
>>   SMTP     @Work will not provide SMTP relay or SMTP backup for Customers.
>>   NNTP     @Work will not provide a NNTP feed or a NNTP read/post access to
     any of its servers as a part of this product.

8.   OPERATIONS AND ENGINEERING

>>   @WORK     Backbone    Network    Infrastructure.    Provide   the   network
     infrastructure  to provide  transit for Partner to the global  Internet via
     NAPs and other peering points.
>>   @WORK     Capacity Planning.  Provide ongoing capacity planning of Backbone
     Network Infrastructure to ensure adequate systems, hardware, and bandwidth.
>>   @WORK     @Work Dedicated IP Access Product  Infrastructure.  Provision and
     place all @Work supplied  hardware and systems  required by the appropriate
     product definitions.
>>   @WORK     @Work  Aggregation  Routers.   Provision  and  place  aggregation
     routers conforming to product definitions.
>>   @WORK     Network  Surveillance.  Provide network surveillance of all @Work
     and @Work network infrastructure and @Work aggregation routers.
>>   @WORK     Allocating  the  appropriate  physical  interface  on  the  @Work
     Aggregation router
>>   @WORK     Verifying physical connectivity
>>   @WORK     Technical  Support.  Provide Network Support  available on a 7x24
     basis.  Responsibilities include but are not limited to, backbone problems,
     aggregation router(s), local loop, CPE, DNS, and routing.


>>   PARTNER  Correct operation for all Partner owned equipment
>>   PARTNER  All configurations on Partner's equipment

                                       26
<PAGE>


>>   PARTNER  Technical  Support.  Provide Network  Support  available on a 7x24
     basis.  Responsibilities  include but are not limited to, NNTP,  SMTP,  and
     DNS.


                                       27
<PAGE>



C- 3 FAST ETHERNET DEDICATED ACCESS SERVICES

FAST ETHERNET DEDICATED ACCESS SERVICES includes a Fast Ethernet port in the POP
Equipment for traffic to the global Internet. The Fast Ethernet Dedicated Access
Service is intended for  connection  to the  Partner's  equipment  for Partner's
internal use only and not for general resale unless given prior written approval
by @Work.

1.   DEDICATED FAST ETHERNET PRICING


                                                  EFFECTIVE $/MBPS      MONTHLY
   CAPACITY       PROVISIONED     MONTHLY TIER    OF MONTHLY            BURST
   COMMIT TIER    PORT            CHARGE          TIER  CHARGE          CHARGE
   -----------    -----------     ------------    ----------------      ------


        3            FE                *               *                 *
        5            FE                *               *                 *
        10           FE                *               *                 *
        15           FE                *               *                 *
        30           FE                *               *                 *
        45           FE                *               *                 *
        60           FE                *               *                 *
        75           FE                *               *                 *
        100          FE                *               *                 *



Effective Traffic Measure

     -    the send and  receive  traffic  from  each  Customer  circuit  will be
          sampled every 5 minutes
     -    at the end of each month, the send and receive readings will be ranked
          (separately) in descending order
     -    the top 5% of these  readings  (both send and receive)  will be thrown
          out
     -    the largest remaining traffic reading (either send or receive) will be
          the Effective Traffic for that month for that circuit
     -    If the traffic  measure is greater than the committed  tier,  Customer
          will be charged the monthly  commitment  plus the burstable rate times
          the difference between the traffic measure and the Capacity Commitment
          Tier.

-    Pricing Example 1: *

-    Pricing Example 2: *

*Confidential portions
                                       28
<PAGE>

Other Charges:

     OTHER FAST ETHERNET DEDICATED ACCESS SERVICES FEES
     Installation (One-Time)                       *



     Circuit  change  orders are designed to provide the  flexibility  to change
     circuit  parameters  (e.g.  upgrades  to higher  speed  ports,  increase in
     Capacity  Commitment  Tier).  No more than one (1) upgrade  circuit  change
     order for an  individual  port will be accepted  within any thirty (30) day
     period for the first  twelve (12)  months and any three (3) months  rolling
     period there after. No more than one (1) downgrade circuit change order for
     an  individual  port will be accepted  within any twelve (12) month rolling
     period.  The  changes  will be  effective  within 30 day of  receipt  of an
     accurate change order.

                      FAST ETHERNET DEDICATED
                      ACCESS DISCOUNT LEVELS
                      -----------------------
      Tier 1                 *
      Tier 2                 *
      Tier 3                 *
      Tier 4                 *
      Tier 5                 *
      Tier 6                 *

3.  PROVISION OF CONNECTIVITY.

If the Partner leases space within the same collocation  facility in which @Work
has leased  space with POP  Equipment  deployed,  then a cross  connect  ("Cross
Connect")  shall be used for the Fast Ethernet  Dedicated  Access Services which
shall  be  provided  by  a  third  party  collocation   provider   ("Collocation
Provider").  Except as otherwise  agreed  between the parties,  the Partner will
order the Cross Connect and coordinate  the  installation  with the  Collocation
Provider.  The Partner will arrange for the Collocation  Provider to install and
terminate a Cross Connect within close proximity of the planned  location of the
@Work Equipment.  The Partner shall pay all one-time and recurring Cross Connect
usage charges.

4.   NETWORK SECURITY

The Customer is solely  responsible  for  maintaining  security and control over
access to the Fast  Ethernet  Dedicated  Access  Services  and to @Work  Service
Equipment used to obtain the Fast Ethernet Dedicated Access Services,  including
@Work Service Equipment.

5.   SERVICES RESTRICTIONS

The Partner's Customer may not resell any portion of the Fast Ethernet Dedicated
Access Service.  Partner or Customer is responsible for all software and content
displayed and/or  distributed by Partner or Customer,  or by Customer agents, if
any.


6.  TERM.

*Confidential portions

                                       29

<PAGE>

The initial term for each Fast Ethernet  Dedicated  Access  Services  shall be a
minimum  of one (1)  year and  shall  commence  on the  date  the Fast  Ethernet
Dedicated Access Service is installed and first available for use by the Partner
as defined in Section 7.4 of the  Agreement.  After such term, the Fast Ethernet
Dedicated Access Service shall extend on a month-to-month  basis,  terminable at
will by  either  party  upon 30  days'  written  notice.  In the  event of early
termination of any Fast Ethernet  Dedicated Access Services by Partner,  Partner
will pay a lump sum  ("TERMINATION  CHARGE") equal to one hundred percent (100%)
of the Fees  for each  order  terminated  multiplied  by the  number  of  months
remaining in the initial term of the order. The Partner will also be responsible
for the complete  term of the  Connectivity  associated  with the Fast  Ethernet
Dedicated  Access  Service.  Upon  termination  of this  Agreement,  @Work shall
disconnect,  or shall  cause to be  disconnected,  the Fast  Ethernet  Dedicated
Access Services and the Connectivity.

7.  OPERATIONAL OBLIGATIONS

The  ongoing  support  provided  by @Work for this  service  will be  limited to
monitoring the physical  interface on the @Work aggregation router and verifying
that the @Work  Aggregation  router is  correctly  configured.  Any  service not
specifically listed below shall be considered outside the scope of this product.

>>   DNS    @Work will not provide DNS services for Customer networks.
>>   SMTP   @Work will not provide SMTP relay or SMTP backup for Customers.
>>   NNTP   @Work will not provide a NNTP feed or a NNTP read/post access to any
     of its servers as a part of this product.

8.   OPERATIONS AND ENGINEERING

>>   @WORK     Backbone    Network    Infrastructure.    Provide   the   network
     infrastructure  to provide  transit for Partner to the global  Internet via
     NAPs and other peering points.
>>   @WORK     Capacity Planning.  Provide ongoing capacity planning of Backbone
     Network Infrastructure to ensure adequate systems, hardware, and bandwidth.
>>   @WORK     @Work Dedicated IP Access Product  Infrastructure.  Provision and
     place all @Work supplied  hardware and systems  required by the appropriate
     product definitions.
>>   @WORK     @Work  Aggregation  Routers.   Provision  and  place  aggregation
     routers conforming to product definitions.
>>   @WORK     Network  Surveillance.  Provide network surveillance of all @Work
     and @Work network infrastructure and @Work aggregation routers.
>>   @WORK     Allocating  the  appropriate  physical  interface  on  the  @Work
     Aggregation router
>>   @WORK     Verifying physical connectivity
>>   @WORK     Technical  Support.  Provide Network Support  available on a 7x24
     basis.  Responsibilities include but are not limited to, backbone problems,
     aggregation router(s), local loop, CPE, DNS, and routing.



>>   PARTNER   Correct operation for all Partner owned equipment
>>   PARTNER   All configurations on Partner's equipment
>>   PARTNER   Technical  Support.  Provide Network Support  available on a 7x24
     basis.  Responsibilities  include but are not limited to, NNTP,  SMTP,  and
     DNS.

                                       30

<PAGE>

                                    EXHIBIT D

                               MARKET DEPLOYMENTS


1.   TOTAL IP DSL MARKETS

Atlanta, GA (Norcross)
Baltimore, MD
Boston, MA
Chicago, IL
Dallas, TX
Detroit, MI
Los Angeles, CA
Miami, FL
New York / New Jersey
New York, NY
Phoenix, AZ
Pittsburgh, PA
Portland, OR
Philadelphia, PA
San Diego, CA
San Francisco Bay Area
Washington DC


2.   T-1 DEDICATED ACCESS MARKETS

Baltimore,  MD
Boston,  MA
Chicago,  IL
Cleveland,  OH
Dallas,  TX
Denver,  CO
Detroit, MI
Hartford, CT
Houston, TX
Indianapolis,  IA
Los Angeles, CA
Miami, FL
New York, NY
North New Jersey
 Orange County,  CA
Philadelphia,  PA
Phoenix,  AZ
Pittsburgh,  PA
Portland, OR
Providence, RI
Salt Lake City, UT
San Diego, CA
San Francisco, CA
Seattle, WA
Washington DC

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3.   DS-3 DEDICATED ACCESS MARKETS

Boston, MA
Chicago, IL
Dallas, TX
Los Angeles, CA
Miami, FL
New York, NY
Newark, NJ
Phoenix, AZ
San Diego, CA
San Francisco, CA
San Jose, CA
Seattle, WA
Washington, D.C.

4.   FAST ETHERNET DEDICATED ACCESS MARKETS

San Jose, CA - Equinix
Ashburn, VA - Equinix


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